Common use of Issue and Subscription Clause in Contracts

Issue and Subscription. 2.1 The Bonds shall be issued, in four Tranches, by the Issuer in registered form exclusively reserved to the Subscriber, for a maximum nominal amount of ten million Euros (EUR 10,000,000), with a par value of one Euro (EUR 1.00) per Bond as decided by the Issuer’s chief executive officer (directeur general) in accordance with article L.228-40 of the French commercial Code (Code de commerce) and article L. 411-2 II 2 of the French Monetary and Financial Code (Code monétaire et financier). The Bonds will confer rights to the Subscriber and any subsequent Bondholder as from their subscription. 2.2 Tranche A Subscriber will subscribe to a first tranche (the “Tranche A”) of (i) two millions fifty-seven thousand five hundred twenty-three (2,057,523) Bonds and (ii) four hundred forty-two thousand four hundred seventy-seven (442,477) Bonds with Warrants attached, in one single drawdown, subject to the deliveries set forth in Article 3 of the Venture Loan Agreement, pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. Warrants, having the characteristics described in Appendix 2.2 (b), shall be attached to the Tranche A. Upon issuance, the Warrants shall be detached from the Tranche A Bonds. 2.3 Tranche B Subscriber will have the possibility, at Issuer’s request, to subscribe to a second tranche (the “Tranche B”) of two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.4 Tranche C Subscriber will have the possibility, at Issuer’s request, to subscribe to a third tranche (the “Tranche C”) of two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.5 Tranche D Subscriber will have the possibility, at Issuer’s request, to subscribe a fourth tranche (the “Tranche D”) to two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.6 In the event one or several of the Tranches has not been drawn by Issuer during their availability period, the Issuer may defer the drawdown of one single undrawn Tranche, subject to the deliveries and conditions precedent set forth in Articles 3 and 4 of the Venture Loan Agreement, and draw such Tranche in a single drawdown, at any time from and subject to the cumulative fulfilment of such deliveries and conditions between April 1st, 2019 and June 30st, 2019, pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.7 Subscription of the Bonds and Warrants will be wholly paid up by the Subscriber, by bank transfer, to the following account: Banque NEUFLIZE OBC ▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ IBAN : ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ BIC : ▇▇▇▇▇▇▇▇▇▇▇ Concurrently with such transfer, the Subscriber shall send to the Issuer a subscription form in the form of Appendix 2.7 hereto.